MICHAEL FOODS INC
8-K, 1996-12-05
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                           _________________________

                                   FORM 8-K         
                           _________________________

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported):  December 2, 1996

                               MICHAEL FOODS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)


        DELAWARE                  0-15568                  41-1579532 
        --------                  -------                  ----------
(State or other jurisdiction      (Commission             (IRS Employer
of incorporation)                 File Number)            Identification
                                                          Number)

                        324 PARK NATIONAL BANK BUILDING
                             5353 WAYZATA BOULEVARD
                         MINNEAPOLIS, MINNESOTA  55416 
                        -------------------------------
              (Address of principal executive offices) (Zip Code)

                                 (612) 546-1500
                                 --------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
                                 --------------
         (Former name or former address, if changed since last report)
<PAGE>   2


ITEM 5.  OTHER EVENTS

     On December 2, 1996, Michael Foods, Inc. announced that Richard Olson
resigned from its Board of Directors.
<PAGE>   3


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)  Exhibits


Exhibit Number            Description
- --------------            -----------

20                        Press release of Michael Foods, Inc., issued
                          December 2, 1996.  




                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

      Dated: December 5, 1996

                                       MICHAEL FOODS, INC.


                                       By: /s/ John D. Reedy 
                                          -----------------------
                                          John D. Reedy, Vice President-Finance,
                                          Chief Financial Officer and Treasurer
<PAGE>   4

                                 EXHIBIT INDEX


Exhibit Number         Description                                         Page
- --------------         -----------                                         ----

20                     Press release of Michael Foods, Inc., issued
                       December 2, 1996.  


                                                                               

<PAGE>   1
                           [MICHAEL FOODS INC. LETTERHEAD]

CONTACT: MARK D. WITMER
         Director of Corporate Communications
         (612) 546-1500

For Immediate Release

     OLSON RETIRES FROM MICHAEL FOODS BOARD

     MINNEAPOLIS, December 2 -- Michael Foods, Inc. (Nasdaq\NMS-MIKL) announced
     today that former CEO Richard Olson has resigned from its Board of
     Directors for personal reasons.  Olson's retirement is effective
     immediately. He served as Michael Foods' Chief Executive Officer from 1987
     - 1993 and has been a director since the Company's formation in 1987.

     Gregg Ostrander, Chief Executive Officer, commented, "We thank Dick for his
     many years of dedicated service to Michael Foods.  His leadership and
     counsel have been appreciated by management and his fellow directors."

     Michael Foods, Inc. is a diversified food processor and distributor with
     particular interests in egg products, refrigerated grocery products, frozen
     and refrigerated potato products and specialty dairy products.  Principal
     subsidiaries include M. G. Waldbaum Company, Crystal Farms Refrigerated
     Distribution Company, Northern Star Co. and Kohler Mix Specialties, Inc.

                                     # # #

12-2-96


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